THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. HOLDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.

CONVERTIBLE SECURED PROMISSORY NOTE

Subject to the terms and conditions of this Convertible Secured Promissory Note (this Note), for good and valuable consideration received, CROWN ANDERSEN INC., a Delaware corporation (the Company), promises to pay to the order of MICHAEL P. MARSHALL, a Wyoming resident, or permitted assigns of this Note (the Holder), the principal amount of ONE MILLION DOLLARS and No/Hundredth Dollars ($1,000,000.00), together with accrued and unpaid interest on the Maturity Date (as defined below) unless otherwise Converted (as defined below) as provided herein.

Interest shall accrue on the outstanding principal balance of this Note from time to time, at a rate of eight percent (8%) per annum, compounded annually, from the date hereof until paid or Converted. All computations of interest shall be made by the Company on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period of which such interest is payable.

This Note is the Secured Note referred to in the Loan and Security Agreement, dated as of March 1, 2004, by and between the Company and Michael P. Marshall (as amended, supplemented or otherwise modified from time to time, the Loan and Security Agreement), and Holder is entitled to the benefits thereof. Capitalized terms used but not defined herein shall have the meaning set forth in the Loan and Security Agreement.

This Note may be prepaid by the Company in whole or in part without penalty upon no less than thirty (30) days prior written notice to Holder, subject to Holders right of Conversion set forth in Section 2.

B-1

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC